Page 101 - Inegrated Annual Report 2020-Eng

The Board is currently reviewing the Corporate Governance Guide and amendments in Federal Law
No. 2 of 2015 concerning commercial Companies and will update the Corporate Governance Manual
to align with these requirements.
The Board is responsible to the Company’s shareholders for creating and delivering sustainable value
through the management of the Company’s businesses. Although day-to-day management of these
businesses is delegated to the Management, the Board is responsible for providing strategic direction,
management supervision and adequate controls with the ultimate objective of promoting the success
and long-term value of the Company. The Board retains responsibility for the overall performance of
the Company, and must ensure that Management strikes an appropriate balance between promoting
long-term growth and delivering short-term objectives.

2.2. Corporate Governance Structure

Corporate Governance is the system by which the business of the Company is directed and controlled.
The implemented corporate governance structure specifies the distribution of rights and responsibilities
among different stakeholders within the Company, such as, the Board Chairman, Chief Executive
Officer, Chief Officers, Managers and shareholders; and establishes the rules and procedures for making
decisions on corporate affairs. The primary goal of the Company’s corporate governance policy is to
create and sustain value within the Company.

The Company believes that it is important that these principles of governance are made transparent
to all the stakeholders and to safeguard their rights and promote their participation in the Company’s
corporate governance process.

The Board plays a central role in the Company’s corporate governance framework. It is ultimately
responsible for ensuring that the Company complies with its legal and regulatory obligations, the
Company’s Memorandum and Articles of Association, and its duties to shareholders. The Board
is assisted in this process by various Board committees (particularly Audit Committee, Nomination
and Remuneration Committee, Technical Committee and Strategy Committee), external and internal
auditors, and company officers and employees (including the Chief Executive Officer, Chief Financial
Officer, Head of Internal Control and other members of Management).

In addition to the Articles of Association and regulating laws, the NMDC Board has approved a wide
range of charters, codes, policies and carefully defined business structures and processes in order
to record their decisions and delegations, and regulate the operations and overview activities of the
Company and its subsidiaries. The Board has also issued general principles of behavior and personal
conduct for which all directors and staff are accountable as individuals and as a collective entity.

2020 Integrated Annual Report 101